Policy 201 3a code of conduct policy lrf

Cremorne Capital Limited Corporate Policies and Procedures Chapter

Document Number

AFSL REQUIREMENTS

201-3(a)

Section

Revised Date

Conflicts of Interest

31/10/2017

Subject

Page Number

Code of Conduct Policy – Lowell Resources Fund (A.R.S.N. 093 363 896)

Page 1 of 7

1

Introduction

Cremorne Capital Limited (“Cremorne”) is the Responsible Entity (“RE”) of the Lowell Resources Fund (“LRF”), a registered managed investment scheme that is to be listed on the Australian Securities Exchange (“ASX”).

Cremorne is firmly committed to ensuring that it and all directors, employees, representatives and service providers observe the highest standards of ethical behaviour and conduct.

Decisions made in relation to LRF should honour the spirit and letter of the law. To this end, business will be conducted honestly and ethically, using best skills and judgments, for the benefit of clients, employees and Cremorne itself.

This Code of Conduct Policy (“Code”) is not simply an aspirational statement of intent. All Cremorne employees are required to uphold and comply with the Code. Directors are required also to promote the values espoused. Employees and representatives are personally responsible for observing this Code at all times. Any breach of this Code may result in disciplinary action up to and including dismissal.

1.1

Other Documents Applicable to this Policy

Cremorne has a number of documented policies, which set out specific legal and ethical requirements and expectations. These policies provide further information on, and procedures for dealing with, the issues addressed in the Code.

You should refer to the Policy 201 series, which contains other conduct policies.

Where there is any inconsistency between this Code and any specific policy, the specific policy applies. Where an entity is an ASX listed entity, any relevant code legislation or policy of the ASX or ASIC (in relation to the operation of a managed investment scheme) will apply to this Code.

1.2

Purpose

The Code sets out the ethical principles and professional standards of conduct, which guide Cremorne and its employees in its business activities.

1.3

Definitions

The definition of a Cremorne employee includes all, or any, entities associated with that employee.

The definition of a Cremorne representative includes Authorised Representatives and all, or any, entities associated with that representative.

The definition of a Cremorne service provider includes any external provider of services to Cremorne and all, or any, entities associated with that provider.

A reference to employees in this code includes a reference to a director, representative and service provider and a reference to management includes the board of directors.

1.4

Scope

This Code applies to Cremorne employees, service providers, representatives and the Cremorne board of directors (“Board”) in relation to their dealings with LRF. Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)

Cremorne Capital Limited Corporate Policies and Procedures Chapter

Document Number

AFSL REQUIREMENTS

201-3(a)

Section

Revised Date

Conflicts of Interest

31/10/2017

Subject

Page Number

Code of Conduct Policy – Lowell Resources Fund (A.R.S.N. 093 363 896)

Page 2 of 7

2

Details of Policy

2.1

Personal Responsibility and Accountability

Cremorne is committed to being honest, behaving with integrity and giving superior service.

Cremorne can only achieve this through its people. Obligations and responsibilities fall equally on Cremorne and every one of its employees.

Cremorne employees work within an accountability framework. They are accountable to management and through them to the Board. They assist management to fulfil their accountability obligations by providing the Board with full and accurate information about the facts and technical background to policies and their administration. Employees are accountable for their performance through business management systems. They must conform to the law and may be held to account through the legal system.

2.2

Cremorne and Management Responsibilities



Respect all employees’ dignity, rights, freedoms and individual needs;



Provide a working environment that is safe, challenging and rewarding;



Recognise the work and contribution of each employee;



Reinforce Cremorne’s commitment to the highest standards in business and professional ethics;



Uphold the principles of equal opportunity; and



Obey the law.

2.3

Employee Responsibilities



Treat, clients, visitors and fellow employees with honesty, courtesy and respect;



Respect and safeguard the property of clients, Cremorne and fellow employees;



Maintain the confidentiality of all client, company and other parties’ information gained through the work performed;



Accomplish daily duties in the best possible manner, utilising all available skills, experience and qualifications;



Complete tasks in a safe, responsible and effective manner;



Ensure personal business and financial interests do not conflict with any duty allocated

by Cremorne;



Work within Cremorne’s policies and rules;



Maintain a work environment free of discrimination, harassment and bullying; and



Obey the law.

Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)

Cremorne Capital Limited Corporate Policies and Procedures Chapter

Document Number

AFSL REQUIREMENTS

201-3(a)

Section

Revised Date

Conflicts of Interest

31/10/2017

Subject

Page Number

Code of Conduct Policy – Lowell Resources Fund (A.R.S.N. 093 363 896)

Page 3 of 7

2.4

Legislative and Licensing Requirements

Some employees of Cremorne will be required to hold authorisation under licences issued by the Australian Securities and Investment Commission (“ASIC”) and other licensing bodies.

Employees who are required to hold authorisation under a licence as part of their employment with Cremorne must: 

Abide by any conditions or requirements on the licence and authorisation;



Continue to remain eligible to hold the authorisation; and



Immediately inform Cremorne of any circumstance or event that may result in the employee being disqualified, either temporarily or permanently, from holding such authorisation.

If a licensed employee no longer holds the authorisation under the licence or has their authorisation suspended, and the employee is no longer able to fulfil the requirements of their role, the employee’s employment may be terminated.

2.5

Guidelines for Expected Behaviour

The personal conduct and behaviour of an employee should be consistent with this Code and the values espoused. In particular, employees should deal fairly and honestly with clients, each other and competitors.

The types of conduct set out below are examples, which are not exhaustive but are intended to give guidance on expected standards of behaviour in a number of areas. (a)

Conflict of interest A conflict of interest exists where loyalties are divided and when it is likely that an employee could be influenced by a personal interest in carrying out the employee’s duties. It is expected that employees will guard against any possible conflict of interest.

Examples of situations where conflicts of interest have the potential to arise include: 

Having a financial or personal interest in a work related matter;



Outside employment; or



Giving and receiving gifts.

If an employee thinks that there may be an actual or perceived conflict of interest it is their responsibility to avoid such conflict and to disclose it to their manager. (b)

Gifts and benefits Employees should never solicit gifts or benefits while performing work for Cremorne.

Employees should not give or receive a gift, benefit or favour that: 

Could compromise the employee’s judgement;



Could appear to be a conflict of interest;



Could damage relationships with others; or

Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)

Cremorne Capital Limited Corporate Policies and Procedures Chapter

Document Number

AFSL REQUIREMENTS

201-3(a)

Section

Revised Date

Conflicts of Interest

31/10/2017

Subject

Page Number

Code of Conduct Policy – Lowell Resources Fund (A.R.S.N. 093 363 896)

Page 4 of 7



Could indicate any favouritism or prejudice in relation to any particular person or group of people.

It is generally advisable to decline all offers of gifts however it is understood that at times gifts may be offered to an individual by way of thank you for contribution and assistance.

It is prudent to regularly review the motivation for any gifts, benefits or favours. If an employee has any doubts about gifts or benefits, then they should notify the Compliance Manager.

For additional information refer to Cremorne’s Gifts Policy (Policy 201-4). (c)

LRF property All employees who have control of LRF funds and other assets are personally accountable for them. “Funds” can mean cash or cash equivalents.

Each employee shares the responsibility for looking after LRF property. LRF property must not be transacted or dealt with without authorisation or used for personal benefit or any other improper purpose.

(d)

Fair decision making Compliance with the law is a fundamental requirement of fair decision-making.

Cremorne functions within an administrative law framework to ensure individuals and groups receive fair and equitable treatment. Decision makers should ensure that decisions are 'fair and reasonable'; that they properly exercise power; that procedural fairness has been observed; and that they can provide reasons to explain and justify their decisions.

2.6

Records

Good recordkeeping is essential to accountability. All significant decisions or actions should be documented to a standard that would withstand independent scrutiny. Proper recordkeeping allows others to understand the reasons why a decision was made or an action taken and can guide future decision-makers. Business records can only be destroyed with authorisation and in accordance with approved company policies and rules.

2.7

Managing Personal Information

The Privacy Act 1988 establishes processes for the collection, storage and security, access and correction and use and disclosure of personal information. It contains Privacy Principles that govern the way organisations manage personal information.

2.8

Personal Conduct

Each employee’s personal conduct should be consistent with the Code. Employees should deal fairly and honestly with clients, each other, business suppliers and competitors. This means: 

Handling all client contacts with professionalism and courtesy; and



Reporting to work as scheduled, keeping absences to a minimum and, when an absence is necessary, promptly notifying the appropriate person of the reason for absence.

Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)

Cremorne Capital Limited Corporate Policies and Procedures Chapter

Document Number

AFSL REQUIREMENTS

201-3(a)

Section

Revised Date

Conflicts of Interest

31/10/2017

Subject

Page Number

Code of Conduct Policy – Lowell Resources Fund (A.R.S.N. 093 363 896)

Page 5 of 7

2.9

Working Efficiently

It is the responsibility of all employees when planning or carrying out work to: 

Ensure that work is performed in an efficient, economical and effective manner and to a standard acceptable to Cremorne;



Be conscientious in carrying out duties and make the most productive use of time while working;



Work cooperatively and effectively in a team environment;



Look for ways to improve the way work is performed and services are delivered; and



Use company resources efficiently and effectively and for official purposes only.

2.10 Discrimination, Harassment and Bullying Cremorne is committed to creating and maintaining a workplace free of unlawful discrimination, harassment and bullying – one in which all employees and contractors are able to work positively and productively, providing efficient and effective service for clients without the costly stresses and distractions that discrimination, harassment or bullying causes.

2.11 Fair Competition Fair competition means that each employee will: 

Know about and follow Cremorne's legal obligations to its competitors with respect to LRF;



Compete on the basis of client service rather than by obstructing competitive conduct; and



Only use the strength of LRF and Cremorne in legitimate ways.

As part of Cremorne’s commitment to fair trading, each employee will not: 

Unfairly discriminate between clients when supplying products or services;



Refuse to deal with, or discriminate against, a client for any improper reason; and



Intimidate or threaten another person or organisation.

Cremorne aims to conduct its business fairly and to compete solely on the merits of its products and services.

In all dealings with others, employees will be courteous, well informed and truthful, and employees must be careful not to misrepresent the quality, features or availability of Cremorne’s products.

Employees must not be derogatory about the products or services of its competitors.

Competitive information should be obtained only by ethical means - covert attempts to gain competitive information are not permitted.

Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)

Cremorne Capital Limited Corporate Policies and Procedures Chapter

Document Number

AFSL REQUIREMENTS

201-3(a)

Section

Revised Date

Conflicts of Interest

31/10/2017

Subject

Page Number

Code of Conduct Policy – Lowell Resources Fund (A.R.S.N. 093 363 896)

Page 6 of 7

2.12 Health and Safety The Occupational Health and Safety (Commonwealth Employees) Act 1991 (“Act”) is the principal legislation that governs the management of occupational health and safety in the workplace. The Act has a preventive focus. Cremorne will take all reasonable steps to protect the health, safety and welfare of employees by providing and maintaining a safe work environment. Employees are required to take all reasonable and practicable steps to work safely and not endanger others. Cremorne is committed to providing a safe and healthy workplace for all employees.

2.13 Confidential Information There is a legislative and regulatory framework that governs the use and disclosure of confidential information. All employees should take great care to maintain the integrity and security of all company information.

Employees must not access or request confidential information unless the information is required in the performance of duties. Employees must not release any information obtained during their employment unless: 

Authorised to do so;



It is public information; or



Required by law.

All employees also have a duty to safeguard the personal information of clients and other parties obtained through the operations of Cremorne with respect to LRF and must not disclose such information unless required by the law to so do.

2.14 Preventing, Investigating and Prosecuting Fraud Cremorne employees who commit fraud breach the criminal code and the Cremorne Code, and may be subject to misconduct action under Cremorne’s Fraud Policy. An employee should report anyone they suspect of committing fraud to the appropriate person in their business. For further information, refer to Cremorne’s Fraud Policy (Policy 201-8).

2.15 Work Environment Cremorne is committed to providing its staff with a working environment that is healthy, safe and productive. Besides physical factors, the work environment should also be challenging, stimulating and rewarding for all.

For a productive and safe workplace, the following are not acceptable or permitted: 

Smoking in company premises and vehicles (if applicable);



Using, possessing or trafficking illegal drugs;



Consuming alcohol that might affect the safety or performance of that employee, other employees, public relations, or violate state government drinking and driving laws; or



Using offensive language or unwarranted or violent physical behaviour.

In instances where prescription drugs are being legitimately used, Cremorne will ensure that safety is not affected and that any performance impact is properly managed.

Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)

Cremorne Capital Limited Corporate Policies and Procedures Chapter

Document Number

AFSL REQUIREMENTS

201-3(a)

Section

Revised Date

Conflicts of Interest

31/10/2017

Subject

Page Number

Code of Conduct Policy – Lowell Resources Fund (A.R.S.N. 093 363 896)

Page 7 of 7

2.16 Personal Trading Personal trading of a Cremorne employee is to be conducted lawfully and in a manner that avoids insider trading and appropriately manages any conflict of interest.

Employees are required to declare their relevant personal securities holdings to the Compliance Manager annually, and must immediately update their register for securities purchased or sold.

Employees must apply to the Compliance Manager for pre-clearance prior to any personal trading in securities relevant to LRF, and any personal trading in LRF securities must be conducted in accordance with the Securities Trading Policy adopted by the Company with respect to LRF. Employees must not engage in trading which is, or could be perceived to be, front running, that is, trading for one’s own account before all positions of Cremorne’s orders are completed for a business day.

Pre-approval for personal trading by the Compliance Manager must be approved in accordance with this policy by a Director.

For additional information refer to Cremorne’s Personal Trading Policy (Policy 201-2).

2.17 Whistleblowing Whistleblowing refers to the reporting by a Cremorne employee, in Cremorne’s interest, of information alleging a breach of the Code by an employee or employees within Cremorne.

For additional information refer to Cremorne’s Whistleblower Policy (Policy 201-7).

3

Implications

Cremorne will be responsible for: 

Communicating this policy to employees; and



Monitoring the implementation of this policy.

4

Review of Policy

The Compliance Manager reviews this policy annually.

5

Administration of Policy

The Board administers this policy.

6

Board Approval / Attestation

This policy and any amendments to it are to be approved by the Board.

Cremorne Capital Ltd (ACN 006 844 588) (AFSL 241175)